Ms. Christina Marinoff reports

CANACCORD GENUITY GROUP INC. BOARD RECOMMENDS REJECTING MANAGEMENT GROUP OFFER; CONDITIONS OF OFFER ARE NOT EXPECTED TO BE SATISFIED AT OR PRIOR TO THE EXPIRY OF THE BID

Canaccord Genuity Group Inc. has filed and mailed a supplement to the directors' circular dated April 6, 2023, in response to the bid made by certain members of the company's management team to acquire all of the common shares of the company not already owned by the management group.

Recommendation

As set out in the supplement, the board of directors of Canaccord Genuity is recommending that shareholders of the company reject the offer and not tender their common shares to the offer as the conditions of the offer are not expected to be satisfied at or prior to the expiry of the offer on June 13, 2023.

The recommendation follows consultation with the company's special committee of independent directors, with the benefit of advice from the company's legal counsel.

Reasons for recommendation

As detailed in the takeover bid circular dated Feb. 27, 2023, as amended by the notice of variation and change dated May 12, 2023, the offer is subject to a number of conditions that must be satisfied (or, where permitted, waived) at or prior to the expiry of the offer in order for the management group to become obligated to take up and pay for the common shares that have been tendered. As disclosed by the company and the management group, and further described in the supplement, based on current circumstances, there exists a regulatory condition which is expected to remain unsatisfied at the expiry of the bid on June 13, 2023, and the waiver of which would directly contravene the express requirements of a regulatory authority. Accordingly, absent an extension of the offer to permit such regulatory condition to be satisfied, the board cannot recommend acceptance of the offer and accordingly must recommend rejection of the offer. The above reason for rejecting the offer is described in more detail in the supplement.

Shareholders should read carefully the reasons for this recommendation contained in the supplement, together with the other information contained in the supplement and the directors' circular, in connection with deciding whether or not they will deposit their common shares to the offer.

The offer is described in the takeover bid circular and is currently scheduled to expire at 11:59 p.m. Toronto time on June 13, 2023, unless extended, accelerated or withdrawn by the offeror in accordance with its terms.

About Canaccord Genuity Group Inc.

Through its principal subsidiaries, Canaccord Genuity Group is a leading independent, full-service financial services firm, with operations in two principal segments of the securities industry: wealth management and capital markets. Since its establishment in 1950, the company has been driven by an unwavering commitment to building lasting client relationships. It achieves this by generating value for its individual, institutional and corporate clients through comprehensive investment solutions, brokerage services and investment banking services. The company has wealth management offices located in Canada, the United Kingdom, Guernsey, Jersey, the Isle of Man and Australia. The company's international capital markets division operates in North America, the U.K. and Europe, Asia, Australia, and the Middle East.

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